Flood
by OrionSTARB0Y
Summary: The "Reign of Symbiotes" continues in Part 3: "Flood"!  Continuation of "Spreading the Infection" and "The Kingdom", epilogues to the video game "Spider-Man: Web of Shadows".
1. Chapter 1

Previously in _Reign of Symbiotes…_

S.H.I.E.L.D. failed to quarantine the rapidly spreading symbiote infection on Manhattan Island, costing them powerful allies like Iron Man and Thor as well as their two greatest leaders, Black Widow and Nick Fury. Carnage has returned from his orbital grave with a vengeance, mustering up his own army of symbiotes and challenging Spider-Man to an arms race. Mary Jane Watson narrowly escaped death with the help of Anti-Venom, Toxin, and a new symbiote inside of her spawned by Toxin. Now it's a race against time as Spider-Man and Carnage attempt to turn the greatest minds in the world in their favor.

CHAPTER 1

RESISTANCE

Toxin peered around the corner of a jewelry store, scanning the streets and rooftops for any signs of life. This was the third street they came across that was as silent and deserted as a ghost town, and it was really starting to bug the three rebels. Toxin wondered if their luck had finally arrived, and that Spider-Man's symbiote spawn decided to give up the hunt. Of course, there were still rebel symbiotes out there refusing the original's influence with what little time they had left before they became Spidey's mind slaves. It was just strange that the three rebels hadn't run into _any_ enemies yet.

Regardless, Toxin did one last scan and called back in a hushed voice, "All clear." He, Anti-Venom, and Mary Jane (whose newly bonded symbiote now disguised itself as a black hooded sweater) carefully and quietly jogged across the street, watching the skyline for any signs of enemies. They arrived at the destination Brock spoke of: a pile of rubble from a collapsed building, beneath which laid the entrance into the New York subway tunnels. The rubble pile cleverly disguised the entrance so that hopefully no undesirable would remember an access tunnel ever being there. Brock and Mary Jane cautiously made their way into the rubble and down through the staircase as Pat covered their backs.

Shortly after navigating through the dark, the three came upon a blockade of junk piled high against the gateway into the subway tunnels. Brock's faux-symbiote melted away forming street clothes as he delivered three heavy knocks onto the front of a soda machine wedged in the blockade. Next to the machine a shoe box slid out of a crack in the wall with eyes analyzing the three strangers. After a moment, a brutish voice choked, "Password?"

"Doom's Mittens," answered Brock.

"Eddie, your back. What's with the gooper? I though you said you were the only one like them who's on our side."

"I had forgotten Toxin entirely," Brock said. "Toxin is Venom's grandson, and don't even ask about the father. Unlike his elders, Toxin turned out to be a good kid thanks to his host, Patrick Mulligan. Pat is an ex-cop."

The eyes flicked to Pat, whose symbiote also retracted into civvies. "Ex-cop? NYPD?"

"Seventeenth precinct," answered Pat.

"Good bunch of guys down there. My best friend – next to my partner, that is – works down your way. I'm stationed at the twenty-fifth precinct…or at least I was until all hell broke loose."

"Good, then we're all friends now, right? Let us in, Mike," interrupted Brock.

"Sorry, Eddie. Just had to make sure we could trust the squishy," Mike said. His eyes flicked toward Mary Jane. "So who's the little miss?"

Before Mary Jane could answer for herself, Brock stepped forward. "Her name's Anne. I rescued her before Spider-Man's goons could turn her." MJ's acting skills kicked in before she could look at Brock in confusion as to why he lied. Mike stared at her for another moment and then slid the shoebox back in place. A couple metallic clangs later and the soda machine slid back and to the side. The three rebels slid in past the barrier and two men slid the machine back in place behind them, locking it in with rebar.

"Sorry for the screening, but we have to make sure we're taking in good people," said Mike. He looked more like a body builder than a cop, but the moustache was an obvious give away that he didn't care about his looks over his strength.

"Understandable," MJ replied.

"I trust you will show them around, Eddie? I've got a gate to keep up here," Mike asked.

"No problem, Mike. Keep up the good work," said Brock as he patted Mike on the shoulder. He turned to MJ and Pat, "This way."

As they walked down the stairs into the subway tunnels, MJ whispered to Eddie. "Anne? Why didn't you tell them who I was?"

"It's best that we keep your real identity under wraps for now. Remember, Parker is now the world's number-one enemy, so imagine how these people would react if they found out who you were?"

"Oh, right," MJ sighed. "I hope Aunt May is alright, then. Hopefully she's not been captured by the symbiotes, nor suffering the wrath of refugees."

"You have no need to worry," Brock answered. "She was one of the first people I rescued. I knew she couldn't last long in these conditions, so I got to her before anyone else did. She's here under the name Georgia Hughes."

"Thank God," MJ said and gave a sigh of relief. "So what's my new name to be?"

"Anne Weying," he replied. An uneasy silence befell the three. Finally the unending staircase ceased its descent as the room opened up into the subway station. The area was dimly lit by candle light and a few gaslights. Cots, blankets, newspaper, and boxes littered the platforms. Coughing, moaning, and quiet chatter hummed in the air as all eyes were cast on the newcomers. Brock leads MJ and Pat onto to the subway tracks and through a dimly lit tunnel.

"Because of the number of refugees we have taken in, there are three dedicated subway stations for housing," Brock explains to them. They hop aboard a rail cart ten meters into the tunnel, manned by two ragged men. The men begin moving the cart down the length of the tunnel. "In case of emergency, we've lined parts of each connecting tunnel with explosives, which should create effective blockades separating each station. The middle station also shares a platform dedicated to first aid. That is where we are headed."

Fifteen minutes later the cart arrives at the next station. The platform to the right resembled the same environment as the last station, but the left platform was mostly concealed by white sheets, one of which has a red cross painted across it. The three walked up a staircase of crates and into the hospital platform. To the right side of the platform were the minor injury and recovery rooms, and to the left were a series of operation tables. Both wings were filled with patients and nurses. From the minor injury clinic MJ could see Aunt May tending to a small child with a few cuts across her arms and legs. MJ's heart skipped a few beats in relief. Brock walked over to May, whispering in her ear and pointing towards MJ. May's face lit up as soon as she spotted MJ, and tears began to well up in both their eyes. Brock took care of the child for May as she threw away her gloves and briskly made her way to MJ. They both embraced each other and began to cry in joy.

"It's so good to see you're safe, my dear," May choked.

"You too, Aunt M…uh, er…Ms. Hughes," MJ stumbled. May leaned in, smiling.

"It's Anne, right?" she whispered. MJ replied with a wink, and they both laughed. May's focus shifted to Pat. "And who might this fine gentleman be?"

"The name's Patrick Mulligan, ma'am," Pat answered for her and smiled.

"Pat's an old friend, Ms. Hughes," MJ said. She leaned in and whispered into May's ear, "He's a good guy, May. Peter had helped him out a while back. He's the ex-cop with the good symbiote called Toxin, remember?"

"Oh my," May said as she looked gravely at Pat. "You're not going to give us trouble now, are you young man?"

"No need to worry," Pat assured her. "I've had my…partner since before this all happened, so I'm not connected or under the influence of the enemy. I am on your side."

"Well that good to know," sighed May. "We now have two of them on our side. Hopefully that is a good omen." Brock returned to the group.

"Excuse me, Ms. Hughes," he politely interrupted. "I'm sure Mulligan and Anne are exhausted; they've been through so much in the last few days. I need to find them a place to rest, so if you don't mind…."

"Oh that's no trouble," smiled May. "I'm sure there's enough room at my place for the both of them. We'll just make due."

"That's very kind of you, ma'am," Pat thanked her.

"Very well. This way," Brock turned to the two. "Ms. Hughes' residence is just on the other side of the tracks. Follow me, if you will."

At a tent, Eddie rearranged a few items and made room for a cot for each person. As they worked on making bed space, Brock whispered to MJ, "Mary Jane, it would also be wise not to mention your symbiote to anybody. As you've already noticed, everybody here is suspicious about Mulligan, and they don't need a third symbiote to worry about. So try your best to keep it out of sight, alright?"

"One question," MJ whispered back. "I know how to make the symbiote look like clothing, but what if…well…what if there comes a time when…you know….like if I needed a shower…?"

"Oh," said Brock. He began to blush, which really caught her by surprise since she never saw him embarrassed. "Well, the symbiote centers itself around the back of your neck, so try your best to compress it to that spot if you are ever without…er…clothes…and don't let anybody see you…naked…OKAY?"

MJ jumped back in shock at his sudden lashing. Brock stormed towards the entrance of the tent, but paused with his back to MJ. "Mulligan, come with me. There are people who you need to talk to."

Pat looked at MJ, wondering why Brock was suddenly so stern. He followed Eddie out of the tent. "Where are we going?" he asked.

"To the back room of the hospital platform. That is the main headquarters of the Resistance. You and I are going to help these people fight Parker's army and eradicate the symbiotes for good."

"So who's on our team so far besides cops and civilians?"

"You, me," answered Brock, "and another guy. Ex-Marines, a good tactician who knows how to make a big bang. Ever met James Rhodes?"


	2. Chapter 2

CHAPTER 2

MONSTER

It was the first time Peter had walked through the doors of Stark Tower since before he became king of the symbiote army. The place was an utter mess, with chunks of wall, decimated furniture, and broken glass littering the floor. Shriek's minions turned out to be a messy, ruthless bunch by the looks of it. Iron Man flew towards Spidey from a large hole in the ground down a hallway and landed in a bow at Spidey's feet. "My lord, the damage to most of the tech in the tower is significant. Shriek had no idea what she was looking for, so she had her minions tear the place apart for what seemed good enough to make a rocket."

"This is the Avengers Tower we're talking about," said Spidey. "I know there's a Quinjet somewhere in here. What's the status on that?"

"Luckily Shriek's forces overlooked the hangar bay, so the Quinjet is untouched. It can be in the air in ten minutes or less."

"Good," Peter smirked under the mask. "Speed is of the essence. I want to be at the Rockies _yesterday_."

Nine and a half minutes later, the Quinjet is speeding towards its destination with Spider-Man, Iron Man, Thor, and Black Widow in its cockpit. Not too long after takeoff, the Quinjet touches down on a landing pad at the super human prison, the Vault. The four villains stepped out onto the landing pad, poised for battle with the prison guards. To their dismay, none came. Spidey looked to the reception area, and saw no one behind the glass. All was quiet.

"This is not good," Peter said to himself. They all walked into the Prison, and again it was dead silent. Not a single breath echoed down the halls. "Stay with the Quinjet," Spidey motioned to Black Widow. "Take care of anything that tries to touch it."

Iron Man, Thor, and Spidey continue deeper into the Vault. They finally arrive at the main prison block to find no guards or inmates waiting for them. All the cell doors were open, but there were no signs of a struggle. Then a strange sensation came to Peter, but not from his Spider-sense. He tensed, and all three looked about them to see what was causing the uneasiness. Not spotting any sign of life, Spidey looks to Iron Man.

"Find a computer. Hack the database and find what we came for." Peter then turned to Thor, "Search the prison. If you find anyone, turn them." Thor and Iron Man flew off in different directions with their orders. Spider-Man swung to the indoor courtyard. Empty. Then the strange feeling returned again, pulling Spidey towards the cafeteria. The feeling disappeared, and again emptiness. Something wasn't right, and Spidey couldn't place his finger on it. The feeling returned once more, but much stronger that the last time. Spider-Man rushed towards it, leading him into another indoor courtyard. This time, there was something. In the middle of the courtyard lay a pile of dead guards, all mutilated and torn apart. Upon the widest wall was written in their blood "Carnage Rules!"

Before the chill reached the base of Peter's spine, the PA system crackled to life and echoed with a vicious cackle. Then the maniacal voice rang out: "Welcome to my little house of horrors, Spider-Man! I knew you would come. A place like this would be an obvious choice for increasing the ranks of an army of super humans, so I decided to beat you to the punch! As you can see, the Carnage Carnival only takes in fellow freaks, which leaves no room for civvies!"

Spidey began to swing through the prison, looking for Carnage or his minions. The place was empty, but that's not all that disturbed him: he couldn't find Thor.

"Looking for us? I'm sorry, but the Carnival had to move on! But don't worry, I left behind a closing act just for you," Carnage chuckled. Spider-Man then realized that he had been listening to a recording once it began to replay. He had been beat. Peter had an army sweeping the entire continent, constantly growing, and he had been beat to one of the most important joints by a madman and his circus. He gave out a long cry of frustration.

Thor replied in a crash through a wall. Iron Man flew through the wall, firing his repulsors at some unseen enemy. All of a sudden a long, metallic tentacle pierced through the smoke and knocked Iron Man out of the air. A monstrous growl reverberated off the walls, a growl that would have chilled a normal person's soul. This growl simply sent a shiver down the three villains' backs. The source of the destruction promptly reared its ugly head: the good Doctor Otto Octavius drenched in blood-red symbiote. His jagged, yellow teeth clacked at his three-course meal with carnal hunger.

"We're too late," said Spidey. "Well if I can't have Doc Ock, no one can! Tear him limb from limb, boys." Iron Man and Thor recovered on command and lunged towards the monster. Spidey webbed two of Ock's tentacles to the ground, but just as Spidey suspected this did not hinder his foe. Thor attempted to destroy a tentacle with his mighty Mjolnir, failing to even scratch it and earned him another swift blow to the chest.

"No, you idiot! Ock's tentacles are made from adamantium! The best we can do is try to disconnect the tentacles from him and immobilize them," yelled Spidey. "You two fight from a distance and keep him occupied!" Both Thor and Iron Man retreated a few yards back and proceeded to use ranged attacks. All but one tentacle flailed towards the distant foes. Spider-Man bobbed and weaved through the air, avoiding the fourth, writhing tentacle. He then shot a web line to the back of the monster's head, pulling himself quickly to Ock's back. Spidey grabbed the base of the pursuing tentacle and began to pull. The bloody spawn, however, resisted the disconnect of the limb, pulling it back into the socket and shooting its own sharp, deadly tentacles Spidey's way. He recoiled to safety as Ock's symbiote exploded into a violent fury of sharpened tentacles and edges. Ock turned towards Spidey, growled, and threw a symbiote-formed spear towards his old foe.

Luckily, Spider-Man still had the advantage of his spider-sense, and leaped a split second before the spear pierced between his eyes. Spiked tentacles slid down Ock's arms, and the monster began to whip at the three villains in a blind, roaring rage. Spidey attempted two more times to get close to Ock's back, but through the six flailing tentacles and the writhing symbiote suit he found himself in constant retreat.

Finally Peter turned to his minions, "Iron Man, use your chest beam against the main body! Thor, channel all your lightning onto Ock's back!" Doc Ock's symbiote flashes and sizzles at this attempt of submission, but it is unwise to forget that his robotic tentacles have minds of their own. Each begins to tear away pieces of the surrounding building, throwing the rubble at the three foes. Spidey notices the support beams begin to buckle and the roof starting to sag.

"Fall back to the Quinjet! He's tearing this place apart," yelled Spider-Man in all the commotion. As the three comrades retreat, the eight-armed blob of rage lumbers on their tail, howling for blood.

"Die," Ock growled. "Die die die DIE!" The monster's arms tore away at the walls and ceiling around it, causing the roof to collapse after the fleeing party. As the prison crumbled around them, Spider-Man looked up to the roof and spotted silver movement through the cracks.

"You two! Punch a hole through the ceiling," he called to his minions. Spidey spun a web line onto Iron Man's back as he blasted the ceiling with his repulsors. Thor charged ahead, breaking apart the falling debris with Mjolnir. The three surfaced through the destruction, and Peter's guess was right. Black Widow hovered above the prison in the Quinjet awaiting the extraction of her comrades and king. "There! Move it!"

As they flew a beeline to their floating sanctuary, Spidey had turned in time to see Ock emerging from the chaos below. His tentacles began to extend, clawing at the escapees. Spidey quickly web-zipped to the Quinjet ahead of his minions, and without looking back, "Tony, lock away our noodle-armed warden in his stone tomb!"

"With pleasure," droned Iron Man as he turned to finish his enemy. With both arms extended in front of him, Tony fired continuous repulsor blasts into Ock's chest, pummeling him back into the collapsing prison. The four, long tentacles followed its master as the rubble buried the monster alive. Content with his work, Iron Man joined his ranks in the Quinjet. As the heroes took off from the decimated prison, Thor turned to his master.

"Dost thou believe that vile monster Octavius at last vanquished, my lord?"

"Without those extra arms of his, Otto is just an ordinary man," Tony interjected. "I'm confident that he was crushed to death despite the symbiote's resilience."

"Oh no," Spider-Man chuckled. "Spider-Man has known Doc Ock almost all his life, and if there's one thing we can be sure of, it's that Otto is no bug that can easily be crushed. Like our dear friend Carnage, he is just another cockroach that keeps coming back. You wait and see."

Black Widow turned to meet Spidey's gaze. "What is our destination, my lord?"

"Back to Manhattan," replied Spider-Man. "If I'm correct, the Fantastic Four should be arriving back in our dimension shortly. I want to give them a warm welcome."


	3. Chapter 3

Chapter 3

Bounty

Mac's patience was beginning to wear. Ever since his retreat from Ryker's and Carnage, he's been down in luck in trying to enter Manhattan Island. The defenses for the dismal palace of Spider-Man's kingdom had been increased exponentially to not only keep out Spidey's enemies, but also trapping any rebels trying to escape. Mac was still licking his wounds from his last battle with the newly turned Daredevil, accompanied by Ms. Marvel and Storm of the X-Men. There was no chance he was going to have a shot at Spider-Man without help, and an even smaller chance that anyone would willfully assist Mac - as neither Scorpion nor Venom.

Venom had suggested that Mac should focus on building an army that could help him get past Spidey's defenses, but there wasn't an unturned civilian or superhuman in sight. Mac was the only soldier to his cause against Spider-Man and Carnage's armies. However, once Mac's plan works, Spider-Man and Carnage will both be none of concern. No one will.

As Mac sat in an alley back in New Jersey, he pondered his next move. Would he go West to see if he could find any unturned rebels that may have been missed in the initial wave of infection? _No, any stragglers that weren't taken by Spider-Man were most likely cleaned up by Carnage,_ he thought to himself. _Maybe to the East, across the ocean. If I go far enough East, I'll probably beat both of the armies to the fresher pastures._

"And how do you suppose we'll get to the East?" hissed Venom inside Mac's head. "All air and sea traffic have most likely halted once the infection began spreading outside Manhattan! And I've had my fair share of dragging your and Eddie across water, so don't expect a swim across an entire ocean!"

"Hey, I'm trying my best here," Mac retorted. "You chose me for my hatred and determination, not for my smarts! You got any better ideas, oh great-and-powerful Venom?" Before Venom could threaten unbinding from Mac for his back talk, both of them spotted a red blur from Mac's peripheral vision. Mac and Venom hissed in unison as they followed the direction it went, "What the hell was that?"

Mac slowly stood, his tail waving fluidly behind him. His muscles tensed, ready for whatever came his way. He sniffed the air, attempting to recognize the oily stench of a symbiote. That was foolish of him; the entire atmosphere reeked of smoke and symbiotes. Another red blur flashed past Mac's peripheral vision. He was really getting tired of this.

"Come out and show yourself," he growled. "I know you're there! Come out so I can rip you a new one!" Silenced filled the echoless air for a few moments. Then, a shift in gravel from a rooftop above him caught Mac's attention to a falling red-and-black suited psycho with two katanas extended out from his body like a pair of deadly, featherless wings.

"Geronimo!" Deadpool rang as he descended towards Mac. The time it took for the merc with a mouth to fall wasn't fast enough to dodge Mac's scorpion tail, which swatted Deadpool into the alley wall. Deadpool recovered from the unexpected blow, setting a few ribs back in place for his amplified regeneration. "Well _that_ never happened to me before! You must be Scorpion, and by the looks of it you're one of bug boy's schmucks now."

"In his worst nightmares! No, we'll never serve under Spider-Man," hissed Mac. "And we're not just Scorpion anymore, we're-!"

"Scorpion dipped in dark chocolate and with a minty center? Mm, my favorite!"

"Will you let us finish?" Mac growled. "No, we're Venom!"

"No, no, I liked 'Scorpion' a lot more," squinted Deadpool. "Venoms don't have tails; Venom is what's in a scorpion's tail. It just doesn't make any sense to dress up as a scorpion and not call yourself 'Scorpion'! If you're going to look like something, call yourself that something. For instance, I'm dressed up like a Deadpool, so I call myself-woah!" Mac had no time for chit-chat, so he skipped to the fighting part of their meeting. Deadpool rolled to the sides as Mac brought his stinger down in a sharp crack.

"Quit you're yapping and sit still!" Mac hissed. As Mac brought his tail up once more for a sting, Deadpool whipped out his pistols and fired several shots into Mac's chest. He recoiled from the force into the opposite wall, saved from damage by Venom. Venom howled in rage, and as Mac began to advance towards his mouthy prey, he was suddenly held in his tracks. A pair of boney arms wrapped themselves around Mac's waist, restricting him from moving. He looked back to meet the ghastly mercenary, Ghost, who leaned half-in and half-out of a wall.

"Now, Deadpool," gasped a thin voice from within the bulbous helmet on the merc. Mac turned back to come face-to-face with Deadpool, who held a pistol under Mac's chin.

"Okay, Scorpie, here's how it's going to work," smiled Deadpool beneath his mask. "Ghost is going to let go of you and we're going to let you go on your way. You're not who we're after, and at the rate I've been killing all these slimy symbiote bastards I'd be as happy as a leprechaun in January if I still had ammo left to take out our bounty. We'll go our separate ways and call it even. The alternative-which I'm really praying you to choose-is that Ghost and I blow you up until all that's left are Jell-O cup serving sizes of bloody symbiote birs. So pick your poison, Venom!" _Heheh, poison, venom, Jell-O…sounds like high school lunches,_ thought Deadpool.

"And who would be your guys' bounty? Wouldn't you guys have other pressing matters, like this symbiote invasion?" Mac asked.

"The invasion is a minor setback," answered Ghost.

"Yeah, invasion or no invasion we still have bills to pay and reputations to keep up," said Deadpool. "Just now we gotta worry about getting goo on our hands instead of Moon Knight blood. I wonder if he bleeds silver?"

"So Moon Knight's your bounty?"

"Yep," said Deadpool, inching the pistol further up Mac's chin. "Luckily, we now know where we can find him. A little birdie told us that Moonie is one of webhead's right-hand slaves, must be his new god or something. Didn't that guy used to mope and whine about some bogus Egyptian god?"

"Moon Knight is Spider-Man's guardian?" Mac began to ponder for a few moments.

"What could you possibly-oh," Venom whispered to Mac. "That's probably the smartest thing you thought up so far. Yes, they could be of use to us!" Venom translated Mac's smile as a sharp, toothy grin.

"Hey, we got a deal for the two of you," addressed Mac. "You two need to collect a bounty on Moon Knight's head, right? And you're worried about not being able to stand against Spider-Man and the rest of his army, right? Well, how about this: we'll help you get past the symbiotes and kill Moon Knight free of charge." Deadpool and Ghost looked to each other.

"Just you?" asked Ghost. "I think the three of us would hardly make a difference against an entire symbiote army."

"Not just us, but anyone else we come across with a score to settle with Moon Knight or Spider-Man."

"I smell the bacon," Deadpool squinted, "but where's the grease spit?"

"You two will help us kill Spider-Man!" Deadpool looked again to Ghost, shaking his head with a yes or no. Ghost shook his head no.

"No dice," replied Deadpool, pulling back the hammer on his pistol. "Ghost and I can't afford having a symbiote on our team. I'm sure you would pass the trust-fall test, but we'd like our consciences free of alien influence. Besides, there's all the paperwork and worker's comp. that we'd have to deal with for a new teammate, and I don't have the attention span for that kind of thing. So we're going to skip negotiations now and go right to splattering your tiny brain against the wall!"

"Shame," smiled Venom. "We were hoping you would be reasonable, but it looks like talking is out of the question, even for a talkative annoyance like yourself, mercenary. Tell us, do you know how we started this invasion?" Tendrils from the Venom symbiote shoot out and slither across Deadpool's body. Deadpool tries to pull himself away and begins firing into Venom's chest, but can't avoid being pulled towards the symbiote.

"Blah, nasty! Get it off!" he yells as he slices at the tendrils with his sword hand. "Ghost!" Deadpool's call to his partner is answered by a hushed sputter as Ghost is also pulled into Venom's body.

"You see, when Venom was attached to Brock, it learned how to replicate itself," Mac continued. "The infection spread like wildfire once the spawn learned this ability as well, and as you have seen the symbiote is becoming the dominating world power."

"My intangibility circuits," gasped Ghost. "Why aren't they working?"

"Once attached, the symbiote can mimic and amplify the wearer's innate abilities. In your case, the spawn has adapted to your intangibility power as it binds to you," Mac answered. "The beauty of replication is that the hosts become the slaves of the original symbiote. The only problem with the system is that it takes a little more effort to make superhumans subservient. That is part of the reason why we can't control Spider-Man when he is wearing a copy of us. The other part is that the Spider possessed Venom before Gargan and Brock, so he has the experience to resist our control. But you two will make valuable slaves to our cause!"

Venom ejects the two mercenaries from his body as the final processes of bonding are completed. Deadpool makes one last effort to cut the symbiote off of him, but stops as a toothy symbiote grin spreads across his face. "Ooh, tingly!" he chuckles. "Hey, this ain't half bad! Finally got that crick out of my back!"

"Yes, the power…it feels good," Ghost whispered.

"And you shall have more, our friends. This is only a taste," said Venom as they stood up, examining their new suits. "You shall help us kill Spider-Man and take back our throne! Then you shall know true power, a reward greater than any bounty your customer could offer you!"

Deadpool grinned and raised his katanas into the air. "Shoop da woop!"


	4. Chapter 4

Chapter 4

Control

Meanwhile, hundreds of miles west of Spidey's capitol, a lone S.H.I.E.L.D. helicarrier hums high above the United States, its crew suffering from exhaustion after enduring over twenty-four hours of being at their battle stations. The radar operators' glued their eyes to their screens, scanning for any unfriendly units. Captain James Cardiff shifted in his chair uncomfortably for the zillionth time, impatiently awaiting orders from the ground. The helicarrier _Credence_ had been cruising the hazy skies for two days since it lost communication with its ground commander. It was reported about three days before that Colonel Fury had been captured by the enemy, along with his second-in-command Black Widow. Maria Hill had then taken command of S.H.I.E.L.D. since their captures, but a day later all communication between S.H.I.E.L.D. forces had ceased. Captain Cardiff did not want to assume that Hill was lost as well, but with the increasing number of attacks on the _Credence_ and the lack of friendly units on the ground and airspace, Cardiff was beginning to suspect that he and his crew were all alone against the onslaught of symbiotes.

Shortly before the whole invasion began, the _Credence_ was en route to the Vault, tasked with transporting the infinitely insidious Norman Osborn to his jail cell therein. Captain Cardiff had valiantly defended his detestable cargo up to this point. His orders, however, to eliminate Osborn if the ship was taken. Cardiff had heard stories about Osborn – or the Green Goblin, as he is more widely known as – and wondered how many of them were true. Was he really so dangerous as to need an entire helicarrier to escort him, the Vault to contain him, and an order like _that_ to keep him from turning? Each time Cardiff visited his prisoner in the ship's brig, Osborn seemed to enjoy his company. He seemed so polite, so knowledgeable, so noble, and yet there he was, all tied up in a straight jacket and chained to a dolly. It was hard for Cardiff to believe Norman Osborn was the villain everybody feared.

All eyes turned to radar station two when a sharp ping broke the silence on the bridge. "Movement detected seven hundred kilometers southeast of our position, moving at 24 knots straight for us," announced the radar officer. "Signature is confirmed: it's the enemy!" The tension broke without a word from the captain as the crew scrambled to prepare for battle.

"All stations get ready for an attack," Cardiff relayed. "How many contacts are we talking about here?"

"Calculating now, sir," replied another radar officer. After a brief moment, "75 confirmed, captain! 58 Vulturlings and 17 ground units."

"All cannons, load anti-air rounds and fire at the enemy when ready," the captain commanded. "Scramble the hover troopers! Use incendiary rounds and sonic weapons only! And bring the prisoner up to the bridge with guards! I want Osborn at my side during the attack!" The battle sirens screamed over the din of relayed orders. The bridge vibrated as the cannons turned to meet their prey, and the deck became populated with a mix of hover troopers and foot soldiers, scrambling for defendable cover. Immediately the cannons fired out to the winged enemy, their deadly payloads exploding into black puffs of smoke and shrapnel. A few of the Vulturlings and their wingless counterparts fell screaming to the ground, but most were able to successfully dodge the attacks. The Vulturlings swooped in, offloading their grinning passengers. The deck erupted into a gunfight against hulking Smileys and Vulturlings as the winged villains plucked foot soldiers off the deck and tossed them overboard.

The door to the bridge slid open. One soldier rolled the dolly containing the restrained Norman Osborn into the room while two other soldiers came in from behind, weapons primed. Norman looked up at Cardiff and smiled. "Good afternoon, Captain. What occasion has given me privilege to join your presence on the bridge of this excellent ship?" A Vulturling answered the madman's question as it thumped against the glass panel looking out to the deck, clawing at the crew inside. A safety measure electrocuted the symbiote, which shrieked and fell from the crackling bullet-proof glass. "Ah, I see," said Norman, half-surprised.

"So as to cool my nerves a little, I decided to keep you close to my person in case we happen to lose this battle," Cardiff explained. "No doubt you are aware of my orders in case that were to ever happen?"

"Of course, Captain," Norman understood. "You are only doing your job."

"Captain, I have received reports that the enemy ground units have been eliminated," interrupted an officer at the communications station. "However, the Vulturlings are inflicting major casualties on our crew."

"Sir," chimed in a radar officer, "I'm getting additional pings from our stern! Thirty additional unknown signatures, all in flight and headed straight for us!"

"More Vulturlings?" asked Cardiff. The radar officer turned to him, her face white and clammy.

"Unknown, sir! The signatures are not of Vulturlings! They're something else!" Cardiff jogged over to the stern-facing windshield, grabbing a pair of tactical binoculars from a spotter. He spotted the incoming horde of winged symbiotes. However, these ones were not like the others: they were blood red.

"What the _hell_ are those?" Cardiff grumbled. He ignored the _tsk tsk_ from Osborn behind him.

"Composure, Captain," smiled Norman. "Must keep vigilant for your crew! Every effective commanding officer should know that."

"All cannons realign to meet those buggers on our stern! Open fire," ordered Cardiff. The cannons shook the beleaguered crew where they sat or stood, but none of the new winged enemies were taken. They were much faster than the Vulturlings, too, arriving at the helicarrier before a third round could be fired. The blood red symbiotes screeched as they flew by the deck, launching razor-sharp darts of solidified symbiote into the bodies of soldiers and Vulturlings alike. Claws and teeth flew as the blood red symbiotes tackled the Vulturings. The soldiers and hover troopers shot aimlessly at both enemies, confused as to why they were attacking each other. The blood red symbiotes made quick work of the Vulturlings, focusing their attack on the soldiers afterward.

"What's going on out there," yelled the Captain in frustration. "Those red ones help us take out the black ones, and now they're killing my men!"

"I suspect," said Norman, matter-of-factly, "that those are opposing factions of symbiotes, Captain. They're both at war with each other, and we're just stuck in the middle of it." Blood, guts, and severed limbs flew across the bridge windows, causing the crew to gag and vomit. "And these guys don't appear to be in the recruiting mode, might I add." One of the blood red symbiotes flew up and hovered before the bridge. He was the largest of the murder, his teeth large and yellow, shaped in the customary twisted smile. Something was strangely familiar about this one to Norman. With his bladed wings, the symbiote effortlessly sliced an X into the electrified bullet-proof glass.

Norman's guards stepped in front of the captain and their prisoner, but before they could raise their weapons to meet their foe, the symbiote pierced the glass with a single tentacle, which then separated into multiple razor-edged tentacles. The guards fell with their captain. Norman toppled to the right as the captain fell on him, the final tentacle narrowly missing his chest. As Norman brought his hand to his aching head after the initial shock, he finally took notice that the tentacle had severed his straight jacket. And a single link on one of his binding chains. Norman stood, more or less shrugging the rest of the chains off and shuffling out of the heavy jacket. He stretched out his arms and flexed his hands. "Ah, so much better," he groaned.

The symbiote crashed through the fractured glass, screeching and letting loose more tentacles that pierced through soldiers and officers. Norman let out a sigh in annoyance and grabbed up one of the dead guards' rifles, switching the ammo to incendiary rounds, and unloading six bursts into the symbiote's chest and wings. It fell with a screech as the symbiote burned away, revealing its host's chest. Norman's suspicions were confirmed by the red and white strip of costume running down the chocolate-colored, ripped chest. The symbiote began to reform around its wound, and it struggled to stand. Norman flipped a switch on the rifle and pulled the trigger, unleashing endless sonic blasts into his foe. The symbiote and host screamed in unison, writhing on the floor in pain. The symbiote finally fizzled away and Norman ceased his punishment, leaving the curled up, twitching, winged body.

"Well if it isn't the winged Avenger himself," smiled Norman condescendingly. "Congratulations on reacquiring your freedom, Falcon."

"Th-thank you," Samuel sputtered before he fell unconscious. As Norman turned to the crew of the bridge, he was met with six gun barrels trained on his grin.

"Freeze, Osborn! You're under arrest," commanded a soldier. "Don't you even budge!"

"Oh, come now," said Norman, his tone immediately changing. "It's not me you should be worrying yourselves with at the moment, but the foes that remain a larger threat outside. Now," Norman pushed a gun down as he walked forward, "If anyone wishes to join me for a little bird hunting, I'd be honored." He picked up a shotgun from a fallen soldier and pumped another round in place. "Who wants to save the world?"

A red flyer swooshed in behind Norman, clacking its teeth. Norman snapped his shotgun and blasted the symbiote in the chest, knocking it out of the air. The soldiers looked to each other, weighing the consequences of aiding a criminal. Without a word, they followed Osborn in his footsteps, firing into the air at the carrion. Norman charged ahead, knocking symbiotes out of the air with each shot. A symbiote pinned a soldier to the ground, clawing at its victim with disgusting ferocity. With one burst from his shotgun, Norman felled the symbiote. However, the symbiote is inherently resilient to normal ammunition, so Norman placed a foot on the symbiote's chest, holding it down as he destroyed it with a continuous sonic blast from the rifle. The host, a convict in a prison outfit, succumbed to defeat. Norman helped the shaken soldier to his feet and shoved a gun into his arms. "Up and at 'em, son! We have a war to win," he winked at the confounded combatant.

One by one the symbiotes fell from the sky and fizzled out of existence after personal sonic barrages. The battle was at last won. Soldiers helped each other to their feet and carried the unconscious and wounded to the hospital bay. A team scanned the ship for any surviving symbiotes, eradicating them with their sonic rifles. Norman stood in triumph, but was once again at the receiving end of a rifle barrel. "Halt, Osborn! You're still under arrest by order of S.H.I.E.L.D. Director Colonel Fury! You will proceed to the brig without incident and will stay there until we arrive at the Vault," a soldier ordered.

"Is that any way to treat the man that just saved your crew?" Norman mocked. "Besides, it's pointless to take me to the Vault now." Norman pointed to one of the unconscious convicts saved from the symbiotes. "Those men are wearing a Vault prison uniform, which implies that it was attacked and most likely taken by these red symbiotes. I suppose as well that you've lost contact with the Vault? Face it; there is no prison that can take me now.

"Also, I reckon that the late Captain Cardiff was the last person of higher authority by the way you all panicked and ran about getting yourselves killed," he continued. "That would mean that you are without sufficient tactical leadership. May I suggest that S.H.I.E.L.D. suspend my arrest and allow me to take point on this obvious resistance movement that the invasion has influenced?"

"In your wettest dreams, Osborn," growled the soldier, attempting to keep up with the superfluous dialogue. "Are you too stupid to remember that we are modeled after militaries? We have ranking officers that will take place of the captain!"

"Are you willing to risk the lives of the crew to someone lacking of the experience I offer? My records should indicate how useful I could be to all of you right now, if seen in the right light," Norman grinned, confident that he would win this mindless dud over. "Besides, morale is already broken. You are proof yourself, son, what with those insensible, brutish remarks you just made." The soldier slightly lowered his weapon in shame. "Let me go free, and I will help S.H.I.E.L.D. and any resistance forces regain morale and fight the symbiotes! Let me go free, and we will win this war, side-by-side! You will be a hero."

The soldier stood solemn for a few moments as his tiny brain clicked and whirred in what Norman guessed the soldier regarded as "deep thought". Finally, he lowered his gun. "What's your plan, Osborn?"

"Captain," smiled Norman insidiously. "Call me Captain Osborn."


	5. Chapter 5

Chapter 5

Four, Three, Two, One…

"Please, guys! Don't do this," whimpered Johnny Storm as he backed up against a corner, hiding behind some of Reed's expensive-looking machines. "It's me! Johnny! Don't tell me they made you forget!"

"Of course we didn't forget you, dear brother!" Sue's toothy, mocking smile was barely visible as she floated above him. "Why do you run from your family, Johnny? We just want you to join us. The Fantastic Four isn't complete if we're not all together, right?" Johnny may not have been able to see his sister, but even her symbiote couldn't remain invisible as it extended out towards him. Johnny grabbed the tentacle by one hand, igniting it in a palm-sized inferno. Sue recoiled, screaming in pain.

Reed Richard's head twisted its way around Johnny's cover, the symbiote still adjusting to the sudden extension. It would soon be able to keep up with its elastic host. "Johnny! Why do you resist us? It's pointless, you know," Reed smiled.

"Come on! Even a big brain like you should see the truth, Reed," Johnny quivered, backing up further against the wall. He was beginning to run out of breathing space, but he refused to hurt his family. "You can't control the symbiotes, Reed! They're dangerous! Don't you remember how many times you told Spidey that when we held Venom captive?"

"I was foolish back then," Reed stalled, keeping Johnny's focus as he stretched a clawed hand toward his blind side. "As big of a braniac as people had claimed me to be, I was too blind to not notice the power a symbiote offered! It helps to have a second opinion at my side now; everything is so much clearer! Join us, and you too will see the light!" Reed wrapped his hand around Johnny's torso, his symbiote beginning to cover the Human Torch. Thy symbiote completely covered him head to toe, but Johnny continued to struggle until…

"FLAME ON!" The symbiote combusted and fell to the ground in ash, and Reed screeched and howled as his grip around Johnny slacked. Reed tumbled back, both he and the symbiote flailing in a tangled mess from the searing burn. "Sorry! Sorry!"

"That does it, kid," growled Benjamin Grimm, tearing Johnny's cover from the ground and tossing it to the side. "Play time's over! It's clobberin' time!" Ben's symbiote shot out from the cracks of his rocky skin in thin, waving tendrils. The tendrils compacted onto one of his hands, forming a large spike which Ben brought down on Johnny without hesitation. Johnny spewed a cone of fire from his hands, scorching the symbiote spike. Yet, this did not stop the Thing's stone-hard fist from meeting Johnny's face, so he rolled to the side. The blow put a large hole in the metallic floor of Reed's dimensional teleportation room. The Fantastic Four had only just come back from an expedition in a newly discovered parallel universe when they were met by Spider-Man and a small battalion of his minions. The four put up a valiant, destructive fight, but each fell until only Johnny remained, fighting not only Spider-Man and his minions, but his own family.

"Ben, don't kill him!" yelled Sue, fully recovered from her burn.

"I ain't gonna. I'm just gonna make the little twerp hurt!"

"Guys, I'm warning you," pleaded Johnny. "I don't want to hurt any of you, but I'll defend myself if I have to! Please, let me help you! Those symbiotes are making you crazy; they're controlling you!"

"Oh Johnny," laughed Spider-Man, crawling down the wall behind him. "Your words fall on deaf ears. Once I turned them, they're mine to control! No one can resist me, not even Reed." Johnny could see he was smiling under the mask, mimicking the same toothy grin of the symbiote. "We've been friends for how long now? Take my word for it: it's not so bad being bonded to a symbiote. You'll discover power you've never dreamed of! I'm doing it, your family is doing it…heck everyone will be doing it soon. Whadda'ya say, pal? Join the club?"

Johnny looked to his sister, to Reed, to Ben, and to all the other symbiotes. He clenched his teeth and a tear began to fall down his cheek. "You…you're all insane if you think I'm letting one of those alien worms on me," he whispered, squeezing his eyes shut. Then his eyes shot open with a blinding, burning fury. "FLAME ON!" Once more, Johnny burst to flames, the air around him rippling from the intense heat. The entire room crackled with head, and all symbiotes cried out in agony. All the infected heroes and minions slithered into the far corners of the room, attempting to escape from one of their greatest weaknesses. Johnny then took flight and burst through the ceiling, leaving a red-hot molten metal hole from which the smoke-covered night sky could be seen.

"Dammit, he's getting away," growled Ben, punching a path through the wall to chase Johnny.

"Don't worry about it," Spidey ordered, falling from the ceiling and putting a hand on Ben's shoulder. The Terrible Trio and their king watched as Johnny streaked through the air towards Manhattan off in the distance. "We'll get him later, I promise you that. For now, I have what I want." Spidey turned to Reed, whose symbiote finally became accustomed to his rubbery body. "Richard, you and I have our work ahead of us. You're going to help me win this war I wage."

Reed grinned gruesomely. "What do you have in mind, my lord?"

Eddie led Pat through the back of the hospital wing to a door. The sign on the door read "Employees Only", and two civilians armed with pistols and batons stood guard in front of it. Eddie nodded to them, and they returned the notion, stepping aside to let the two heroes pass. One of the guards knocked twice on the door. A second later, a series of clicking and sliding sounds emanated from the other side, ending with a squeaking swing of the door into the room. Pat followed Eddie into the dark room, which was dimly lit by a red light in one corner and a few monitors displaying parts of the underground subway network and some of the desolate streets above. Pat squinted, adjusting his eyes to the dark.

As his eyes focused, he finally took notice of what made the red light in the corner: a titan of gun metal and jet, boasting wrist-mounted rifles and a Gatling gun and rocket launcher on each shoulder. The War Machine armor stood firm and lifeless, its eyes and chest medallion slowly pulsing red. It appeared to be wired to a tap in the subway power lines. Surrounding the armor were piles of various types of ammunition and weapons, ranging from Colt .45's to flamethrowers, and even five bazookas. Pat had never seen so many different weapons in one place and knew that a small portion of them were probably salvaged from local police stations.

The room was lightly populated by a mix of police, Marines, Army soldiers, and civilians. Civilians and police monitored the security cameras while the Marines and Army manned the radios, mapped the city and world maps, and planned battle and rescue tactics. A tall black man wearing a decorated Marines uniform broke away from one group, addressing the newcomers. "Brock, you're back. I was worried that you had been captured by the enemy. Do you mind explaining to me your sudden leave back there?" The man's eyes snapped to Pat and scanned him up and down. "Who's this?"

"He's one of the reasons for my leave, sir," answered Eddie. "Lieutenant Rhodes, Patrick Mulligan. Pat, this is former U.S.M.C. Lieutenant James Rhodes, also known as War Machine. Lieutenant Rhodes, the other reason for my absence is in Georgia Hughes' care at the moment." Eddie walked over to Rhodey and whispered in his ear, "Mary Jane Watson – Peter Parker's wife – is in our custody. I do not know if Parker knows of this, but as far as I know the Black Cat believes her to be dead." Eddie stepped back and spoke normally again. "I rescued Ms. Anne Weying and Mulligan from Spider-Man's minions. We are very fortunate to have Patrick on our side."

"Why? What's so special about him?" Rhodey scanned him a second time, looking for something extraordinary, but only found a well-toned man with some stubble around his chin.

"Patrick is an ex-cop. He now goes by the moniker 'Toxin,'" said Brock, carefully choosing his words. "He is bonded with the son of the symbiote Carnage, grandson of Venom." The entire room went quiet. All eyes turned to Patrick. Pat did not like the popularity he had suddenly gained.

"Brock, you better not be fucking with me," Rhodey said sternly. "Don't you tell me that you brought one of _them_ into our secret base? I made an exception for you because of your unique power, but I did not give you permission to an open invitation for any symbiote that claims to be on our side."

"Toxin is different," said Brock, standing his ground. "Toxin was around long before the invasion began, and unlike the symbiotes we fight now, Toxin is not a copy of Carnage. Toxin was a natural-born symbiote, the thousandth descendant of Venom's line. That means that Toxin is unlike its predecessors. Toxin – and Patrick – are good guys."

"Please, Lieutenant Rhodes," Patrick stepped in front of Eddie, feeling as if he had to defend himself. "What Brock is saying is true. I was a cop for the Seventeenth Precinct before Toxin came along, third generation in my family. I have a wife and a son, both of whom I had to separate myself from to protect them for this new life, both of whom I miss so much. And I believe myself to be the best thing that has ever happened to Toxin. I helped mold him into a…mostly-decent symbiote, which is a miracle considering his family history. We've been a hero for New York for several years now, and we were allies of Spider-Man before the world fell apart. Please, trust us. We will not fail nor betray the Resistance."

Rhodey stood silently for a few moments. Then, finally: "Let me see it." Toxin formed around Pat, his toothy mouth hidden. They did not want to give Rhodes the wrong impression. "Very well, welcome to the Resistance. I'll take your word that you'll behave. I hope you don't betray my trust, or else War Machine will personally roast you and your symbiote."

"Thank you, Lieutenant," replied both Eddie and Pat. Toxin retracted once more. "So what's the plan? How are we going to stop the invasion?" asked Pat.

"The invasion's already over," Rhodey frowned. "The symbiotes have already taken the rest of the world. There are a few groups of survivors here and there, so our primary goal right now is to locate these groups and unite them under the Resistance. Together we can stage a final stand against the symbiotes, but eventually we will be overrun. The majority of Earth's super human and mutant population has been taken by either Spider-Man's or Carnage's forces."

"Wait, Carnage? I thought Sentry had killed him during the Raft riot," asked Pat.

"Early on in the invasion it was reported that Carnage's former accomplice, Shriek, had gained a means to extract Carnage's remains from Earth's orbit and revived him. Now he's building his own army of symbiotes, and even though it might not be as big as Spider-Man's, it's a deadly force comprised of super humans, mutants, and hardened criminals," Rhodey explained.

"That would explain Spider-Man's experiments," Pat thought aloud.

"Experiments?" both Rhodey and Brock asked.

"Yeah, when I was in his captivity he had the Tinkerer repeatedly bond me with mutated symbiote spawns after they separated me from Toxin," Pat explained. "But each time I was bonded to a spawn my body would reject it, as if it had grown immunity to any other symbiote other than Toxin. I was able to succumb to a spawn long enough to use it to escape from Spider-Man. After that I met up with Mary—I mean, Anne. Then Brock rescued us, and here we are. You don't suppose Spider-Man…."

"…is trying to turn people who had previously come in contact with other symbiotes, namely the Carnagelings?" Eddie finished for him. "I wouldn't doubt it. Spider-Man is aiming for world domination, and Carnage and his army poses a serious threat to that goal. But Spider-Man and the Tinkerer could never come up with a solution on their own; they would need proper scientists to create the perfect symbiote dominator clone."

"Lieutenant Rhodes, you need to see this," one of the civilians at a monitor called out. "Something's happening at the 28th Street area!" The three heroes rushed over to the monitor. In it was an image of the litter-choked 28th Street subway entrance and the adjacent street. A horde of symbiotes circled a flaming body, which projected fireballs here and there, trying to ward off the attackers. The camera zoomed into the firestorm, and Johnny Storm's face could be vaguely distinguished along with the 4 insignia on his chest.

"Looks like the Human Torch is in need of help," said Rhodey. He turned towards the War Machine armor. "Brock, you're with me. We'll take the 14th Street exit and flank them. Mulligan, you stay here. Unlike Brock's, your symbiote still possesses the standard weaknesses. We can't have you getting in the crossfire." Pat understood and returned to the monitor. Eddie's symbiote formed around him as the War Machine suit opened to receive its wearer. "Let's suit up and welcome our guest."

Johnny cast fireball after fireball, attempting to ward off the countless symbiotes. Ever since he got to Manhattan he's been fighting them, and they kept on coming wave after wave. It got worse the further inland he went, but he was determined to find help. There had to be a hero out there that could help him. Johnny kept up his attacks, but he was running out of energy. His flames weren't burning as hot as they could be, so the symbiotes were able to move in closer. Soon he would be a goner.

Before Johnny had given up the gun, Gatling gun fire buzzed and cleared space between Johnny and the surrounding symbiotes. Johnny looked up and to his right to find what appeared to be a gray-scaled Iron Man with heavy artillery hovering mid-air. The gunfire in question came from over one shoulder in a fiery rage, while over the other shoulder missiles left streaking smoke trails as they spiraled through the air and into the screeching, writhing mass of symbiotes. "Iron Man?" Johnny panted.

"Close, kid," Rhodey chuckled over his external speakers. Up high and behind War Machine a white blur descended rapidly to the ground. About a hundred feet from the ground a string of webbing shot from its palm, catching the face of a building. As the white figure swung down at the crowd of symbiotes, its body exploded into many long, spiked tentacles that pierced through the bodies of unsuspecting villains, burning away the symbiotes from their hosts. The air ripped with the howls and screams of pain. The white figure released its line at the top of the swing, flipping through the air and landing in front of Johnny. Johnny, with what little strength he had left, ignited the white, grinning symbiote into a blazing inferno. The white symbiote merely shook off the embers without as much as a whimper.

"That won't work on me, Johnny," the symbiote smiled. "Besides, I'm not here to hurt you. War Machine and I are on your side. We're here to take you to a safe place. You got enough steam to run?"

"Who…who are you?" Johnny whispered.

"An old…friend, you might say," said the white symbiote, whose back slithered into multiple tentacles that sliced and stabbed at the enemy symbiotes behind it. "The name's Anti-Venom. Can you walk?"

"Can't…used up most of my energy keeping those monsters off my back," Johnny struggled one last time to stand, but fell to the ground, knees buckling. Anti-Venom bent down and helped him to his feet. The white symbiote wrapped itself around Johnny's waist, but he was too exhausted to jump. "Hey! What are you-?"

"Don't worry, just a precaution," Anti-Venom reassured him. "We're going for a little swing." Anti-Venom leaped straight up into the air, casting a web onto a nearby building. The symbiotes below swarmed to the place they had just stood, now crying up to their prey in anger. Anti-Venom and Johnny swung to War Machine, who continued dishing out lead agony to the symbiotes below. "You got our backs?" Anti-Venom yelled to him over the din of gunfire.

"Go on ahead, I got one last surprise for these guys," Rhodey replied. Anti-Venom complied, weaving and dodging between buildings. War Machine hovered backwards, guns blazing at the symbiotes, which were now climbing and jumping on the face of the surrounding buildings. When he was satisfied with his position in mid air: "Alright, slimers! Good luck feeding on these!" Arms stretched out to his sides, War Machine shot out two high-powered explosive grenades, demolishing the bases of two buildings. The buildings toppled in towards each other, the falling debris blocking the symbiotes' paths. In the smoke and fire, War Machine made his escape, catching up to Anti-Venom and Johnny.

The trio made it back to the underground base without any followers. Anti-Venom laid Johnny onto a stretcher at the hospital wing, and the nurses rolled him to a private room to tend to the various cuts and scrapes across his body. Johnny did not sleep peacefully that night as nightmares of his family flashed before his vision. Eddie and Rhodey retreated to the war room.

"Lieutenant Rhodes," called a soldier from the communications desk. "We've established communication with a surviving S.H.I.E.L.D. helicarrier – the _Credence_ – just outside of Pennsylvanian airspace. They're requesting our coordinates and wish to join with us in the fight. What are your orders, sir?"

Eddie looked to Rhodey, his cowl retracted. "It could be a trap, sir. We don't know if they've been compromised by the enemy."

"I understand your hesitation, Brock, and I'm taking it into account." Rhodey turned to the communication officer. "Tell the _Credence_ that for cautionary measures, they can park their helicarrier about hundred and fifty miles above the Manhattan skyline. Tell them that War Machine will meet with them first before we give them our base coordinates." Rhodes turned back the Eddie. "Hopefully your wrong, Brock. The resistance can use S.H.I.E.L.D.'s help."


End file.
